INSEEGO CORP
For the period ended Sep 23, 2024. Filed Aug 22, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Sep 23, 2024 · Filed Aug 22, 2024
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DEF 14A 1 inseego_def14.htm FORM DEF 14A
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
W****ASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
SCHEDULE 14A INFORMATION
P****ROXYS TATEMENTP URSUANT TOSECTION 14(A)OF THE
S****ECURITIESE XCHANGEACT OF 1934
Filed by the Registrantx Filed by a Party other than the Registranto
Check the appropriate box:
| o | Preliminary Proxy Statement |
|---|---|
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| x | Definitive Proxy Statement |
| o | Definitive Additional Materials |
| o | Soliciting Material Pursuant to § 240.14a-12 |
(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box)
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2024 PROXY STATEMENT
AND NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
August 22, 2024
Dear Stockholder:
You are cordially invited to attend the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Inseego Corp., a Delaware corporation (the “Company”). The Annual Meeting will be held on September 23, 2024, at 12:00 noon Pacific Time, at the Company’s corporate offices located at 9710 Scranton Road, Suite 200, San Diego, California 92121.
Details of the business to be conducted at the Annual Meeting are included in the attached Notice of Annual Meeting of Stockholders and Proxy Statement.
It is important that your shares be represented at the Annual Meeting. Whether or not you plan to attend the meeting, please vote online, by telephone or, if you requested printed copies of these materials, by signing and returning your proxy card. If you hold your shares through an account with a broker, dealer, bank or other nominee, please follow the instructions you receive from them to vote your shares.
We hope that you will be able to attend the Annual Meeting.
Sincerely,
Philip G. Brace
Executive Chairman
9710 Scranton Road, Suite 200 San Diego, CA 92121
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
| Date | September 23, 2024 | |
|---|---|---|
| Time | 12:00 noon, Pacific Time | |
| Location | Inseego Corp. 9710 Scranton Road, Suite 200 San Diego, California 92121 | |
| Items of Business | (1) | Elect one director to serve until the 2027 annual meeting of stockholders; |
| (2) | Ratify the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024; | |
| (3) | Hold an advisory vote to approve the compensation of our named executive officers, as presented in the proxy statement accompanying this notice; | |
| (4) | Approve an amendment of the Inseego Corp. 2018 Omnibus Incentive Compensation Plan to increase the number of shares issuable under the plan by 2,500,000 shares; | |
| (5) | Approve an amendment to the Amended and Restated Inseego Corp. 2000 Employee Stock Purchase Plan to increase the number of shares issuable under the plan by 500,000 shares; and | |
| (6) | Transact any other business properly brought before the Annual Meeting or any adjournment or postponement thereof. | |
| Record Date | Close of business on August 5, 2024 | |
IMPORTANT NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON SEPTEMBER 23, 2024: The Notice of Annual Meeting of Stockholders, Proxy Statement and the Company’s 2023 Annual Report are available atwww.inseego.com/proxymaterials.
By Order of the Board of Directors,
Kurt E. Scheuerman
Corporate Secretary
August 22, 2024
San Diego, California
PROXY STATEMENT SUMMARY
This summary highlights information contained elsewhere in the Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting.
2024 Annual Meeting of Stockholders
| Time and Date | 12:00 noon, Pacific Time on September 23, 2024 |
|---|---|
| Location | Inseego Corp., 9710 Scranton Road, Suite 200, San Diego, California 92121 |
| Record Date | Close of business on August 5, 2024 |
| Voting | Stockholders of record as of the Record Date are entitled to one vote per share on each matter to be voted upon at the Annual Meeting. |
| Entry | Everyone attending the Annual Meeting will be required to present both proof of ownership of the Company’s common stock and valid picture identification, such as a driver’s license or passport. If your shares are held through an account with a broker, dealer, bank or other nominee, you will need a recent brokerage account statement or letter from your broker, dealer, bank or other nominee reflecting stock ownership as of the Record Date. If you do not have both proof of ownership of the Company’s common stock and valid picture identification, you may not be admitted to the Annual Meeting. If you need directions to the Annual Meeting so that you may attend or vote in person, please contact Inseego Corp., 9710 Scranton Road, Suite 200, San Diego, California 92121, Attention: Secretary, or contact the Company’s Secretary by telephone at (858) 812-3400. |
Voting and Board Recommendations
The Board of Directors of the Company (the “Board”) is not aware of any matter that will be presented for a vote at the Annual Meeting other than those shown below.
| Proposal | Board Recommendation | |
| 1 | Election of Director | FOR the nominee |
| 2 | Ratification of the Appointment of Marcum LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2024 | FOR |
| 3 | Advisory Vote to Approve the Compensation of our Named Executive Officers | FOR |
| 4 | Approve an amendment of the Inseego Corp. 2018 Omnibus Incentive Compensation Plan to increase the number of shares issuable under the plan by 2,500,000 shares | FOR |
| 5 | Approve an amendment to the Amended and Restated Inseego Corp. 2000 Employee Stock Purchase Plan to increase the number of shares issuable under the plan by 500,000 shares | FOR |
If you are a holder of record on the Record Date, you can vote your shares:
| : | By Internet. By logging onto the secure website included on the proxy card or voting instruction form and following the instructions provided. | ( | By Telephone. By calling the telephone number listed on the proxy card or voting instruction form and following the instructions provided by the recorded message. |
|---|---|---|---|
| + | By Mail. If you requested printed copies of these materials, by completing, signing, dating and promptly returning the proxy card in the postage-paid return envelope provided with the proxy materials for receipt prior to the Annual Meeting. | I | At the Meeting. By voting in person at the Annual Meeting (if you satisfy the admission requirements, as described above). Even if you plan to attend the Annual Meeting, we encourage you to vote in advance by Internet, telephone or mail so that your vote will be counted in the event you later decide not to attend the Annual Meeting |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.